SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 7)
Chic by H.I.S. Inc.
(Name of Issuer)
Common Stock, $.01 par value per share
(Title of Class of Securities)
167113109
(CUSIP Number)
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
(212) 644-4500
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Daniel E. Stoller, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 10, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box: [ ]
USIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arnold M. Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 129,900 shares
8. SHARED VOTING POWER 839,400 shares
9. SOLE DISPOSITIVE POWER 129,900 shares
10. SHARED DISPOSITIVE POWER 839,400 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,300 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.7 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Peggy J. Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 157,500 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 157,500 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
157,500 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-----
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Wendy A. Amster
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 81,600 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 81,600 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,600 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.8 %
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Amster Foundation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 25,000 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 25,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2 %
14. TYPE OF REPORTING PERSON
00
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Amster & Co.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 110,000 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 110,000 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
110,000 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1 %
14. TYPE OF REPORTING PERSON
PN
CUSIP No. 167113109
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Flex Holding Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x
(b) ____
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
_____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH
7. SOLE VOTING POWER 0 shares
8. SHARED VOTING POWER 465,300 shares
9. SOLE DISPOSITIVE POWER 0 shares
10. SHARED DISPOSITIVE POWER 465,300 shares
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
465,300 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6 %
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 7 further amends and supplements the Schedule
13D dated October 22, 1997 filed by Arnold M. Amster, Peggy J. Amster,
Peggy J. Amster, as custodian for Wendy Amster, The Amster Foundation,
Amster & Co. and Flex Holding Corp. (collectively, the "Reporting
Persons"), relating to the shares of the Issuer. Any terms not defined
herein shall have the meaning ascribed to them in the Schedule 13D dated
October 22, 1997, as amended to date.
ITEM 2. IDENTITY AND BACKGROUND.
The response to Item 2 is hereby amended and supplemented by the
following:
Shares of Common Stock previously reported in this Schedule 13D
as being owned by Peggy J. Amster as custodian for Wendy Amster are now
being reported as owned directly by Wendy A. Amster. Accordingly, Wendy A.
Amster is now a Reporting Person and Peggy J. Amster as custodian for Wendy
Amster is no longer a Reporting Person. The current Reporting Persons are
identified on Schedule A annexed hereto.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
The response to Item 3 is hereby amended by deleting the entire
text thereof and inserting the following in lieu thereof.
The source and aggregate amount of funds (including commissions)
used by each of the Reporting Persons to acquire the shares of Common Stock
reported as being beneficially owned by the Reporting Persons are as
follows:
Name Amount Source of Funds
Arnold M. Amster $ 806,415 Personal funds*
Peggy J. Amster $ 981,344 Personal funds*
Wendy A. Amster $ 507,297 Personal funds
The Amster Foundation $ 166,999 Foundation funds
Amster & Co. $ 679,892 Working capital*
Flex Holding Corp. $ 3,231,180 Working capital*
--------------------------
* The shares of Common Stock owned by Arnold M. Amster, Peggy J. Amster,
Amster & Co. and Flex Holding Corp were purchased in their respective
brokerage margin accounts on customary terms.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The response to Item 5 is hereby amended and supplemented by
adding the following:
The aggregate number of shares of Common Stock beneficially owned
by the Reporting Persons is 969,300 shares or 9.7% of the outstanding
Common Stock. The ownership by the Reporting Persons of shares of Common
Stock and the percentage of the outstanding shares of Common Stock
represented thereby is as follows:
Name Number of Shares Percentage
Arnold M. Amster 969,300 (1) 9.7% (1)
Peggy J. Amster 157,500 1.6%
Wendy A. Amster 81,600 .8%
The Amster Foundation 25,000 .2%
Amster & Co. 110,000 1.1%
Flex Holding Corp. 465,300 4.6%
-----------------------
(1) Includes an aggregate of 839,400 shares of Common Stock owned by the
other Reporting Persons. Arnold M. Amster shares voting and
dispositive power with respect to the shares of Common Stock owned by
the other Reporting Persons and may be deemed the beneficial owner of
all of the shares of Common Stock owned by the other Reporting
Persons. Arnold Amster disclaims beneficial ownership of any of the
shares of Common Stock owned by the other Reporting Persons.
During the past 60 days, the Reporting Persons engaged in
transactions in the Common Stock as set forth below. All such transactions
constituted open-market purchases of the Common Stock effected through The
New York Stock Exchange, Inc.
Reporting Person Date Number of Shares Price Per Share
Arnold M. Amster 7/17/98 4,000 $7.00
9/2/98 6,000 5.00
9/4/98 5,000 4.63
9/4/98 400 4.50
9/9/98 5,000 4.38
9/10/98 4,500 3.50
9/11/98 5,000 3.25
Peggy J. Amster 9/9/98 10,000 $4.63
9/9/98 10,000 4.50
9/10/98 20,000 3.50
9/10/98 7,500 3.50
Wendy A. Amster 7/23/98 2,000 $6.56
7/23/98 2,000 6.50
7/24/98 1,000 6.38
7/28/98 400 6.13
7/29/98 1,000 6.13
7/30/98 1,600 6.13
8/13/98 9,100 6.00
9/10/98 10,000 3.50
Amster & Co. 9/15/98 5,000 $3.19
9/15/98 5,000 3.13
Flex Holding Corp. 7/31/98 17,400 $5.88
9/2/98 6,000 5.00
9/3/98 5,000 4.88
9/10/98 2,500 4.00
9/10/98 5,000 3.75
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of
each person or entity set forth below, each such person or entity certifies
that the information set forth in this Statement is true, complete, and
correct.
September 15, 1998 /s/ Arnold M. Amster
---------------------------------
Arnold M. Amster
September 15, 1998 *
---------------------------------
Peggy J. Amster
September 15, 1998 THE AMSTER FOUNDATION
By /s/ Arnold M. Amster
-------------------------------
Arnold M. Amster
September 15, 1998 AMSTER & CO.
By /s/ Arnold M. Amster
-------------------------------
Arnold M. Amster, General Partner
September 15, 1998 FLEX HOLDING CORP.
By /s/ Arnold M. Amster
-------------------------------
Arnold M. Amster, Chairman
of the Board
* By /s/ Arnold M. Amster
----------------------
Arnold M. Amster
Attorney-in-fact
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Arnold M. Amster her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for her and in her name, place and stead, in any and all
capacities, to sign any and all amendments to this Statement on Schedule
13D and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as he or it might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent,
his substitute or substitutes may lawfully do or cause to be done by virtue
thereof.
After reasonable inquiry and to the best knowledge and belief of
the person set forth below, such person certifies that the information set
forth in this Statement is true, complete and correct.
September 15, 1998 /s/ Wendy A. Amster
-------------------
Wendy A. Amster
SCHEDULE A
REPORTING PERSONS
Arnold M. Amster
767 Fifth Avenue
New York, New York 10153
Peggy J. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Wendy A. Amster
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
The Amster Foundation
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Amster & Co.
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
Flex Holding Corp.
c/o Amster & Co.
767 Fifth Avenue
New York, New York 10153
